Little is known about weight loss and changes in body composition at extreme altitude. As part of the American Medical Research Expedition to Everest in 1981 we measured body weight, body fat, limb circumferences, dietary intake, 72-h stool fats, and 5-h urine xylose excretion at various altitudes on Caucasian and Sherpa expedition members. In Caucasians, loss of body fat accounted for 70.5% of the mean 1.9-kg weight loss during the approach march at moderate altitude but for only 27.2% of the mean 4.0-kg weight loss during residence above 5,400 m. There was a significant proportionate decrease in arm and leg circumferences during residence above 5,400 m (1.5 and 2.9 cm, respectively). On the other hand, Sherpas, who arrived in Base Camp with half as much body fat as members (9.1% vs. 18.4%), maintained weight and limb circumferences during residence above 5,400 m. Fat absorption decreased 48.5% in three subjects, and xylose excretion decreased 24.3% in six of seven subjects at 6,300 m relative to sea level. It appears that muscle catabolism and malabsorption contribute significantly to weight loss at high altitude. High percent body fat does not protect against loss of muscle tissue. Sherpas do not appear susceptible to some of the changes affecting Caucasians.